UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES AND ~~D.C.~~EXCHANGE ~~20549~~COMMISSION

~~FORM~~WASHINGTON, DC ~~8-K~~20549

~~CURRENT REPORT~~FORM 8-K

~~Pursuant to Section 13 or 15(d) of~~CURRENT ~~the~~REPORT PURSUANT

~~Securities~~TO SECTION 13 ~~Exchange~~OR ~~Act~~15(D) OF ~~of 1934~~THE

~~Date~~SECURITIES EXCHANGE ofACT ~~report~~OF ~~(Date of earliest event reported): February 10, 2009~~1934

~~ACUSPHERE~~Date of report (Date of earliest event reported): February 11, ~~INC.~~2009

~~(Exact Name of Registrant as Specified in Charter)~~Acusphere, Inc.

Delaware		000-50405		04-3208947
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact Name of Registrant as Specified in Its Charter)

~~500 Arsenal Street Watertown, Massachusetts 02472~~Delaware

(~~Address~~State ofor ~~Principal~~Other Jurisdiction ~~Executive~~of ~~Offices~~Incorporation)~~(Zip Code)~~

Registrant’s telephone number, including area code (617) 648-8800

000-50405		04-3208947
(Commission File Number)		(IRS Employer Identification No.)

500 Arsenal Street
Watertown, MA		02472
(Address of Principal Executive Offices)		(Zip Code)

~~Not~~(617) ~~applicable~~648-8800

(~~Former~~Registrant’s ~~Name~~Telephone ~~or Former Address~~Number, ifIncluding ~~Changed Since~~Area ~~Last Report~~Code)

Check ~~the~~ the appropriate box below if the Form 8-K filing is intended to ~~simultaneously~~ simultaneously satisfy the filing obligation of the registrant under any of the ~~following~~ following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On February 1011, 2009, Acusphere, Inc. (the ~~Board~~“Company”) ofentered ~~Directors~~into ofan amendment (the “Third GE Amendment”) to the License Agreement by and between the Company ~~elected~~and ~~not~~GE Healthcare toAS (“GE”) dated as of June 1, 2006, as previously filed with ~~declare~~the aSEC with the Company’s quarterly ~~cash~~report ~~dividend~~on inForm 10-Q for the ~~amount~~quarter ended ofJune 30, ~~$0.8125~~2006, ~~per~~and ~~share~~as amended on ~~its~~May 11, 2007, such amendment ~~6.5%~~as ~~convertible~~previously ~~exchangeable~~filed ~~preferred~~with ~~stock~~the (SEC with the ~~“Preferred~~Company’s ~~Stock”)~~current ~~that~~report ~~was~~on Form 8-K ~~otherwise~~as ~~payable~~filed on ~~March~~May 111, ~~2009~~2007, and as further amended on May 15, 2008, such amendment as previously filed with the SEC with the Company’s current report on Form 8-K as filed on May 20, 2008 (the “Second GE Amendment”).

InUnder the Second GE ~~February~~Amendment, the Company was due to make a series of payments due as follows: $5.5 million due on June ~~2005~~1, ~~Acusphere~~2007, ~~issued~~payable ~~900~~in two installments commencing on June 1,~~000~~ ~~shares~~2008, the first installment of ~~its~~$916,666.66 ~~Preferred~~is ~~Stock~~due and payable on June 1, 2008 and the remaining installment is due and payable on October 1, 2009 in aan amount consisting of (i) the amount of $4,583,333.34 in ~~public~~principal ~~offering~~plus (ii) interest accruing on such principal amount from July 1, 2008 at the rate of 6% per annum until paid in full. AsNotwithstanding the foregoing payments, upon receipt of ~~February 10~~regulatory approval by the U.S. Food and Drug Administration to market AI-700 in the United States, or the approval of a Marketing Authorization ~~2009~~Application to market AI-700 in Europe, ~~240~~prior to September 1,~~000~~ of2010, ~~these~~any then ~~shares~~remaining balance of ~~Preferred~~the ~~Stock~~$4,583,333.34 ~~remained~~(plus ~~outstanding~~interest accrued to such date) payable as described above would have been immediately due and payable in full. The ~~Preferred~~Third ~~Stock accrues~~GE aAmendment ~~cumulative~~provides ~~dividend~~that, atin lieu of these payments, the ~~annual~~Company ~~rate~~shall make a series of payments due as follows: (i) $3250,000.2500 due ~~per~~on ~~share~~February 11, ~~payable~~2009, (ii) $250,000.00 due upon the closing of an ~~quarterly~~equity onor debt investment in the ~~first~~Company ~~day~~or credit facility made available to the Company in an amount of ~~March~~at least $5 million, ~~June~~and (iii) $4,271,333.34 due ~~September~~on February 15, 2009 and payable with accrued interest at a rate of 6% on December 31, ~~as declared~~2013; byprovided, that, within sixty days after the ~~Company’s~~first commercial ~~board~~sale of ~~directors~~AI-700 ~~out~~in the United States or Europe, prior to December 31, 2013, any then remaining balance of ~~funds~~the ~~legally~~$4,271,333.34 ~~available~~(plus interest accrued to ~~therefor~~such date) shall be immediately due and payable in full. The terms of the license agreement with GE are otherwise unchanged.

~~After March~~On February 112, 2009, the Company ~~will~~entered nointo ~~longer~~a bethird ~~obligated~~amendment (the “Third BSP Amendment”) to the ~~make~~Patent anTransfer Agreement by and between the Company and Bayer Schering ~~additional~~Pharma ~~payment~~AG (“BSP”) dated as of May 11, 2005, as previously filed with the Securities ~~“Make-Whole~~and ~~Payment~~Exchange Commission (the “SEC”) towith ~~any~~the ~~holder~~Company’s ofquarterly report on Form 10-Q for the ~~Preferred Stock~~quarter ~~who~~ended ~~elects~~March 31, to2005, ~~voluntarily~~and ~~convert~~as amended ~~his~~on April 27, ~~her~~2007, orsuch ~~its~~amendment ~~shares~~as ofpreviously ~~Preferred~~filed with the SEC ~~Stock~~with ~~equal~~the toCompany’s current report on Form 8-K as filed on May 3, 2007, and as further amended on May 15, 2008, such amendment as previously filed with the ~~aggregate~~SEC ~~amount~~with ofthe ~~dividends~~Company’s ~~that~~current ~~would~~report ~~have~~on ~~been~~Form 8-K ~~payable~~as filed on May 20, 2008 (the ~~Preferred~~“Second ~~Stock~~BSP soAmendment”). Under ~~converted~~the ~~from~~Second BSP Amendment, the ~~original~~Company ~~date~~was due to make a series of ~~issuance~~payments ~~through~~due as follows: $200,000 on or before fifteen days following execution of the Second BSP Amendment and ~~including~~$1.8 million ~~March~~on or before fifteen days after May 111, 2009,. The ~~less~~Third ~~any~~BSP Amendment ~~dividends~~provides ~~already~~that, ~~paid~~in onlieu of the ~~Preferred~~ ~~Stock~~$1.8 ~~The~~million ~~Make-Whole~~payment ~~Payment~~due ison ~~payable~~or bybefore fifteen days after May 11, 2009, the Company, atshall ~~its~~instead pay BSP a total ~~option,~~of in$1.8 ~~cash~~million as follows: (i) $100,000 inon ~~additional~~or ~~shares~~before fifteen days after the execution of ~~our~~the ~~common~~Third ~~stock~~BSP Amendment; (ii) $100,000 on or inbefore fifteen days after the earlier of (a) the ~~combination~~ closing by Acusphere of ~~both.~~an equity

This is the fifth quarterly dividend that has not been declared and paid on the Preferred Stock. Under the terms of the Preferred Stock, the holders thereof shall be entitled to vote as a separate class to elect two directors if the Company has not paid the equivalent of six or more quarterly dividends, whether or not consecutive. These voting rights will continue until the Company pays the full accrued but unpaid dividends on the Preferred Stock.2

2financing in excess of $10 million or (b) May 11, 2013; and (iii) $1.6 million on or before fifteen days after May 11, 2013. The terms of the patent transfer agreement with BSP are otherwise unchanged.

~~SIGNATURES~~Item 8.01 Other Events.

~~Pursuant~~On toFebruary 17, 2009, the ~~requirements~~Company ofissued ~~the~~a ~~Securities~~press ~~Exchange~~release ~~Act~~announcing of(i) that it ~~1934,~~has ~~the~~submitted ~~registrant~~an ~~has~~amendment to ~~duly~~its ~~caused~~New ~~this~~Drug ~~report~~Application (NDA) for ImagifyTM (Perflubutane Polymer Microspheres) for Injectable Suspension to bethe ~~signed~~U.S. onFood & ~~its~~Drug Administration ~~behalf~~and by(ii) that it had completed the ~~undersigned~~renegotiation ~~hereunto~~of payment terms under certain intellectual ~~duly~~property ~~authorized~~agreements. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.

	ACUSPHERE, INC.
Dated: February 10, 2009	By:	/s/ Lawrence A. Gyenes
		Name:	Lawrence A. Gyenes
		Title:	Senior Vice President, Chief Financial Officer and Secretary

Item 9.01 Financial Statements and Exhibits.

(d)		Exhibits.

Exhibit No.		Description

10.1		Third Amendment to License Agreement by and between the Company and GE Healthcare AS, dated as of February 11, 2009

10.2		Third Amendment to Patent Transfer Agreement by and between the Company and Bayer Schering Pharma AG, dated as of February 12, 2009

99.1		Press Release dated February 17, 2009, filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ACUSPHERE, INC.


Dated: February 17, 2009	By:	/s/ Lawrence A. Gyenes
		Name:	Lawrence A. Gyenes
		Title:	Senior Vice President, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.		Description

10.1		Third Amendment to License Agreement by and between the Company and GE Healthcare AS, dated as of February 11, 2009

10.2		Third Amendment to Patent Transfer Agreement by and between the Company and Bayer Schering Pharma AG, dated as of February 12, 2009

99.1		Press Release dated February 17, 2009, filed herewith

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